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EXHIBIT 10.2
AMENDMENT AGREEMENT NO. 3 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 3 TO CREDIT AGREEMENT ("Amendment
Agreement") is made and entered into this 16th day of March, 2001, by and among
CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the
"Borrower"), CORRECTIONAL PROPERTIES TRUST, a Maryland real estate investment
trust ("CPV"), BANK OF AMERICA, N.A., as successor in interest to Nationsbank,
National Association (the "Agent"), as Agent for the lenders (the "Lenders")
party to a Credit Agreement dated October 2, 1998 among such Lenders, Borrower
and the Agent, as amended by Amendment Agreement No. 1 to Credit Agreement
dated as of March 10, 2000 and Amendment Agreement No. 2 to the Credit
Agreement dated as of March 16, 2001 (the "Agreement").
WITNESSETH:
WHEREAS, the Borrower, CPV, the Agent and the Lenders have entered
into the Agreement pursuant to which the Lenders have agreed to make Revolving
Loans to the Borrower in the principal amount of $110,000,000 as evidenced by
the Notes (as defined in the Agreement); and
WHEREAS, the Borrower has requested that the Agreement be amended in
the manner herein set forth effective as of the date hereof;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Definitions. The term "Agreement" as used herein and in the
Loan Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. Amendment to Section 1.1 of the Agreement. Subject to the
terms and conditions hereof, Section 1.1 of the Agreement is hereby amended as
follows:
(a) The definition of "Applicable Margin" is hereby amended and
restated in its entirety to read as follows:
"Applicable Margin" means that percent per annum set forth
below, which shall be based upon the ratio of Consolidated Total
Indebtedness to Consolidated Adjusted EBITDA for the most recently
ended quarter period as specified below:
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Applicable
Margin
----------
Pricing Consolidated Total Indebtedness to Base Eurodollar Unused
Level Consolidated Adjusted EBITDA Rate Rate Fee
------- ---------------------------------- ---- ---------- ------
I. Less than or equal to 3.00 to 1.00 .250% 1.750% .350%
II. Less than or equal to 3.50 to 1.00 but greater .500% 2.000% .400%
than 3.00 to 1.00
III. Less than or equal to 4.00 to 1.00 but greater .750% 2.250% .450%
than 3.50 to 1.00
IV. Less than or equal to 4.50 to 1.00 but greater 1.000% 2.500% .500%
than 4.00 to 1.00*
-------------------------------------------------- ---------------- ---------------- --------------
* If greater than 4.50 to 1.00, the Applicable Margin shall be Pricing
Level IV plus the Default Rate.
The Applicable Margin shall be established at the end of each fiscal
quarter of CPV (each, a "Determination Date"); provided that at all
times from March 16, 2001 up to and including the Determination Date
immediately following March 16, 2001 the Applicable Margin shall be
that shown for Pricing Level IV. Any change in the Applicable Margin
following each Determination Date shall be determined based upon the
computations set forth in the Compliance Certificate furnished to the
Agent pursuant to Section 9.1(a)(ii) and Section 9.1(b)(ii), subject
to review and approval of such computations by the Agent, and shall be
effective commencing on the first Business Day following the date such
certificate is received until the first Business Day following the
date on which a new certificate is delivered or is required to be
delivered, whichever shall first occur; provided however, if the
Borrower shall fail to deliver any such Compliance Certificate within
the time period required by Section 9.1, then the Applicable Margin
shall be that shown for Pricing Level IV plus the Default Rate until
the appropriate Compliance Certificate is so delivered.
(b) The definition of "Applicable Unused Fee" is hereby deleted in
its entirety.
(c) The definition of "Consolidated Interest Expense" is hereby
amended and restated in its entirety to read as follows:
"Consolidated Interest Expense" means, with respect to any
period of computation thereof, the gross interest expense of CPV and
its Subsidiaries, including without limitation (i) the current
amortized portion of debt discounts to the extent included in gross
interest expense, (ii) the current amortized portion of all fees
(including fees payable in respect of any Swap Agreement) payable in
connection with the
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incurrence of Indebtedness to the extent included in gross interest
expense, and (iii) the portion of any payments made in connection with
Capital Leases allocable to interest expense, all determined on a
consolidated basis in accordance with GAAP applied on a Consistent
Basis; provided, however, that with respect a Qualifying Property that
is not owned by CPV, the Borrower or any Subsidiary for such entire
Four-Quarter Period, the interest expense attributable to any
Indebtedness relating to such Qualifying Property shall be determined
on an annualized basis so that if such Qualifying Property has been
owned by CPV, the Borrower or any Subsidiary (a) for one full quarter,
the interest expense attributable to such Qualified Property for such
quarter shall be multiplied by four; (b) for two full quarters, the
interest expense attributable to such Qualified Property for such two
quarters shall be multiplied by two; (c) for three full quarters, the
interest expense attributable to such Qualified Property for such
three quarters shall be multiplied by 4/3 and (d) for less than one
full quarter, the interest expense attributable to such Qualified
Property shall be based upon a pro forma annualized estimate of such
interest expense acceptable to the Agent.
3. Amendment to Section 2.10 of the Credit Agreement. Subject to
the terms and conditions hereof, Section 2.10 of the Credit Agreement is hereby
amended so that the first two sentences thereof shall be deleted and the
following shall be substituted in lieu thereof: "From the period beginning on
January 1, 2001 and ending on the Revolving Credit Termination Date, the
Borrower agrees to pay to the Agent, for the pro rata benefit of the Lenders
based on their Applicable Commitment Percentages, an unused fee (the "Unused
Fee") equal to the Applicable Margin for Unused Fee multiplied by the average
daily amount by which the Total Revolving Credit Commitment exceeds the sum of
(i) Revolving Credit Outstandings (without giving effect to Swing Line
Outstandings) plus (ii) Letter of Credit Outstandings at the close of business
on each day during each calendar quarter. Such fees shall be due in arrears on
the last Business Day of each March, June, September and December commencing
March 30, 2001 to and including the Revolving Credit Termination Date."
4. Amendment to Article 9 of the Credit Agreement. Subject to
the terms and conditions hereof, Article 9 of the Credit Agreement is hereby
amended to add a new Section 9.24 to the end thereof to read as follows:
9.24 Interest Rate Hedging. Enter into by June 15, 2001
and maintain at all times thereafter Swap Agreements or other similar
arrangements providing protection from fluctuations in interest rates
on its Indebtedness, having an aggregate notional amount, together
with all Swap Agreements or other such similar agreements previously
entered into, of not less than $75,000,000 and having such other terms
as shall be reasonably acceptable to the Agent.
5. Amendment to Section 10.1(b) of the Credit Agreement. Subject
to the terms and conditions hereof, Section 10.1(b) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
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(b) Consolidated Interest Coverage Ratio. Permit at any
time the Consolidated Interest Coverage Ratio to be less than 2.25 to
1.00.
6. Amendment to Section 10.1(c) of the Credit Agreement. Subject
to the terms and conditions hereof, Section 10.1(c) of the Credit Agreement is
hereby amended to restate clause (ii) thereof in its entirety to read as
follows:
(ii) Permit at any time Consolidated Total Indebtedness
(excluding Non-Recourse Indebtedness of Unrestricted Subsidiaries) to
exceed the lesser of (A) at all times until and including the earlier
to occur of (x) September 30, 2002 and (y) the date on which the
aggregate amount of all increases in the stated capital and additional
paid-in capital accounts of either CPV or the Borrower, or both,
resulting from the issuance of equity securities or other capital
investments since the Closing Date exceeds $25,000,000, 4.50 times
Consolidated Adjusted EBITDA (excluding EBITDA relating to properties
which are subject to Non-Recourse Indebtedness of Unrestricted
Subsidiaries), and at all times thereafter, 4.25 times Consolidated
Adjusted EBITDA (excluding EBITDA relating to properties which are
subject to Non-Recourse Indebtedness of Unrestricted Subsidiaries); or
(B) 50% of the Historical Cost of the Pledged Properties and other
Qualifying Properties (the historical cost of other Qualifying
Properties to be determined in the same manner as the Historical Cost
of Pledged Properties).
7. Amendment to Section 10.1(d) of the Credit Agreement. Subject
to the terms and conditions hereof, Section 10.1(d) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
(d) Consolidated Secured Indebtedness. Permit at any
time prior to and including the earlier to occur of (i) December 31,
2002 and (ii) the date on which the aggregate amount of all increases
in the stated capital and additional paid-in capital accounts of
either CPV or the Borrower, or both, resulting from the issuance of
equity securities or other capital investments since the Closing Date
exceeds $25,000,000, the ratio of Consolidated Secured Indebtedness
(excluding Non-Recourse Indebtedness of Unrestricted Subsidiaries) to
Consolidated Total Value to be greater than .475 to 1.000, and
thereafter, permit such ratio to be greater than .450 to 1.000.
8. Amendment to Section 10.16 of the Credit Agreement. Subject
to the terms and conditions hereof, Section 10.16 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"10.16. Rate Hedging Obligations. Incur any Rate Hedging
Obligations or enter into any agreements, arrangements, devices or
instruments relating to Rate Hedging Obligations, except pursuant to
Swap Agreements or other similar arrangements providing protection
from fluctuations in interest rates on its Indebtedness, in an
aggregate notional amount not to exceed at any time 75% of the Total
Revolving Credit Commitment or as otherwise agreed by the Borrower and
the Agent."
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9. Amendment to Exhibit H to the Credit Agreement. Subject to
the terms and conditions hereof, Exhibit H to the Credit Agreement is hereby
amended and restated in its entirety as set forth in Exhibit A hereto.
10. Representations and Warranties. The Borrower and CPV hereby
certify that:
(a) The representations and warranties made by Borrower
and CPV in Article VIII of the Agreement are true on and as of the
date hereof except that the financial statements referred to in
Section 8.6(a) shall be those most recently furnished to each Lender
pursuant to Section 9.1(a) and (b);
(b) There has been no material change in the condition,
financial or otherwise, of CPV, and its Subsidiaries since the date of
the most recent financial reports of CPV received by each Lender under
Section 9.1 of the Agreement, other than changes in the ordinary
course of business, none of which has been a material adverse change;
(c) The business and properties of CPV and its
Subsidiaries are not, and since the date of the most recent financial
report of CPV and its Subsidiaries received by each Lender under
Section 9.1 of the Agreement have not been, adversely affected in any
substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public
enemy, or cancellation or loss of any major contracts; and
(d) No event has occurred and no condition exists which,
upon the consummation of the transaction contemplated hereby,
constituted a Default or an Event of Default on the part of the
Borrower under the Agreement or the Notes either immediately or with
the lapse of time or the giving of notice, or both.
11. Conditions. As a condition to the effectiveness of this
Amendment Agreement, the Borrower and CPV shall deliver, or cause to be
delivered to the Agent, the following:
(a) seven (7) executed counterparts of this Amendment
Agreement;
(b) an opinion of counsel to CPV and the Borrower in
form and substance satisfactory to the Agent;
(c) a resolution of the Borrower authorizing the
execution of this Amendment Agreement; and
(d) an amendment fee payable to each Lender consenting
hereto in an amount equal to .25% of its Revolving Credit Commitment
as in effect prior to the effectiveness of Amendment Agreement No. 2
to Credit Agreement dated as of March 16, 2001.
12. Other Documents. All instruments and documents incident to
the consummation of the transactions contemplated hereby shall be satisfactory
in form and substance to the Agent
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and its counsel; the Agent shall have received copies of all additional
agreements, instruments and documents which it may reasonably request in
connection therewith, including evidence of the authority of CPV and the
Borrower to enter into the transactions contemplated by this Amendment
Agreement, in each case such documents, when appropriate, to be certified by
appropriate corporate or governmental authorities; and all proceedings of CPV
and the Borrower relating to the matters provided for herein shall be
satisfactory to the Agent and its counsel.
13. Entire Agreement. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, conditions,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms or conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except as provided in the Agreement.
14. Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Agreement and all of the
other Loan Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective terms.
[This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
CPT OPERATING PARTNERSHIP L.P.
WITNESS:
/s/: Xxxxx X. Xxxx By: Correctional Properties Trust,
------------------------- General Partner
/s/: Xxxxx X. Sample
-------------------------
By: /s/
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
CORRECTIONAL PROPERTIES TRUST
WITNESS:
/s/: Xxxxx X. Xxxx By: /s/
------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxxx
/s/: Xxxxx X. Sample Title: President and CEO
-------------------------
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BANK OF AMERICA, N.A.
as Agent and as Lender
By: /s/
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PNC BANK, N.A.
By: /s/
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By: /s/
-----------------------------------
Name: D. Xxx Xxxxxxxxx
Title: Group Vice President
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SUNTRUST BANK, N.A.
By: /s/
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANKATLANTIC
By: /s/
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
BANK ONE, OKLAHOMA, N.A.
By: /s/
-----------------------------------
Name: Xxxx Xxxx XxXxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
By: /s/
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
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EXHIBIT A
EXHIBIT H
Compliance Certificate
Bank of America, N.A.,
as Agent
Xxxxxxxxxxxx Xxxxxx, 00xx Xxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Agency Services
Telefacsimile: (000) 000-0000
Bank of America, N.A.,
as Agent
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Mr. Xxxx Xxxxxxxx
Telefacsimile: (000) 000-0000
Reference is hereby made to the Credit Agreement dated as of October
2, 1998 (the "Agreement") among CPT Operating Partnership L.P., a Delaware
limited partnership (the "Borrower"), Correctional Properties Trust, a Maryland
real estate investment trust, the Lenders (as defined in the Agreement) and
Bank of America, N.A., as successor in interest to NationsBank, N.A., as Agent
for the Lenders ("Agent"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings therefor set forth in the Agreement.
The undersigned, a duly authorized and acting Authorized Representative, hereby
certifies to you as of __________ (the "Determination Date") as follows:
1. Calculations:
A. Compliance with 10.1(a): Consolidated Net Worth
1. Issued and outstanding share capital $______________
2. Additional paid-in capital plus retained
income (retained deficit to be expressed
as a negative) $______________
3. Amount of foreign currency translation
adjustment (any negative adjustment
to be expressed as a negative) $______________
4. Amount of Treasury Stock $______________
5. Consolidated Shareholders' Equity
(A.1 + A.2 + A.3 - A.4) $______________
6. Reserves (other than contingency reserves
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not allocated to any particular purpose) $______________
7. A.5 minus A.6 $______________
REQUIRED:
(I) $__________; PLUS $______________
(II)85% OF INCREASES IN STATED
CAPITAL AND PAID-IN CAPITAL FROM
THE ISSUANCE OF EQUITY SECURITIES
OR OTHER CAPITAL INVESTMENTS
DURING PRIOR FISCAL QUARTER; $______________
TOTAL REQUIREMENT $______________
B. Compliance with Section 10.1(b): Consolidated Interest Coverage Ratio
1. Consolidated Adjusted EBITDA
for most recent four Fiscal Quarters*
(i) Consolidated Net Income, plus $______________
(ii) Consolidated Interest Expense,**
plus $______________
(iii) taxes on income, plus $______________
(iv)amortization, plus $______________
(v) depreciation, minus $______________
(vi)amount of actual cash expenditures
for maintenance-related Capital
Expenditures $______________
Total $_____________
2. Consolidated Interest Expense $______________
3. Ratio of Consolidated Adjusted
EBITDA (B.1) to Consolidated Interest
Expense (B.2) ____ to 1.00 $___________
REQUIRED: NOT LESS THAN 2.25 TO 1.00.
* See Schedules I and II for calculation of
Consolidated Adjusted EBITDA and Annualized
EBITDA, if applicable, for any Qualifying
Property.
** See Schedule III for calculation of Interest
Expense with respect to Qualifying Property not
owned by the Borrower or any Subsidiary for the
entire applicable Four-Quarter Period.
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C. Compliance with Section 10.1(c)(i): Ratio of Consolidated Total Indebtedness to
Consolidated Total Value
1. Consolidated Total Indebtedness less amount
of Non-Recourse Indebtedness of Unrestricted
Subsidiaries ($__________) $______________
2. Consolidated Total Value (Lesser of Historical
Cost and Appraised Value of all Pledged
Properties in the Pledge Pool) $______________
3. Ratio of Consolidated Total Indebtedness (C.1)
to Consolidated Total Value (C.2) ____ to 1.00
REQUIRED: NOT GREATER THAN .50 TO 1.00.
D. Compliance with Section 10.1(c)(ii): Consolidated Total Indebtedness
1. Consolidated Total Indebtedness less
amount of Non-Recourse Indebtedness
of Unrestricted Subsidiaries ($_________) $______________
2. Consolidated Adjusted EBITDA (see B.1) X 4.50
or 4.25, as applicable (see below) $______________
3. Historical Cost of Pledged Properties and
other Qualifying Properties X 50% $______________
REQUIRED: CONSOLIDATED TOTAL INDEBTEDNESS (LESS
AMOUNT OF NON-RECOURSE INDEBTEDNESS OF UNRESTRICTED
SUBSIDIARIES) NOT TO EXCEED LESSER OF (A) UNTIL THE
EARLIER TO OCCUR OF (X) SEPTEMBER 30, 2002 AND (Y)
THE DATE ON WHICH THE AGGREGATE AMOUNT OF ALL
INCREASES IN THE STATED CAPITAL OR ADDITIONAL
PAID-IN CAPITAL ACCOUNTS OF EITHER CPV OR THE
BORROWER, OR BOTH, RESULTING FROM THE ISSUANCE OF
EQUITY SECURITIES OR OTHER CAPITAL INVESTMENT SINCE
THE CLOSING DATE EXCEEDS $25,000,000, 4.50 TIMES
CONSOLIDATED ADJUSTED EBITDA AND AT ALL TIMES
THEREAFTER, 4.25 TIMES CONSOLIDATED ADJUSTED EBITDA,
OR (B) 50% OF HISTORICAL COST
E. Compliance with Section 10.1(c)(iii): Consolidated Total Indebtedness
1. Consolidated Total Indebtedness: $_____________
2. Consolidated Total Liabilities $_____________
3. Consolidated Shareholders' Equity $_____________
4. (E.2 plus E.5) X 50% $_____________
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REQUIRED: CONSOLIDATED TOTAL INDEBTEDNESS
(E.1) MAY NOT EXCEED E.4
F. Compliance with Section 10.1(d): Consolidated Secured Indebtedness to
Consolidated Total Value
1. Consolidated Secured Indebtedness
less amount of Non-Recourse
Indebtedness of Unrestricted
Subsidiaries ($__________) $_____________
2. Consolidated Total Value (See C.2) $_____________
3. Ratio of Consolidated Secured
Indebtedness (F.1) to Consolidated
Total Value (F.2) ____ to 1.00 $_____________
REQUIRED: UNTIL THE EARLIER TO OCCUR OF (I) DECEMBER
31, 2002 AND (II) THE DATE ON WHICH THE AGGREGATE
AMOUNT OF ALL INCREASES IN THE STATED CAPITAL OR
ADDITIONAL PAID-IN CAPITAL ACCOUNTS OF EITHER CPV OR
THE BORROWER, OR BOTH, RESULTING FROM THE ISSUANCE
OF EQUITY SECURITIES OR OTHER CAPITAL INVESTMENT
SINCE THE CLOSING DATE EXCEEDS $25,000,000, NOT
GREATER THAN .475 TO 1.000, AND THEREAFTER, .450 TO
1.000
G. Borrowing Base
See attached Borrowing Base Certificate
H. Compliance with Section 10.5(f): Purchase Money Indebtedness
1. Purchase Money Indebtedness: $_____________
REQUIRED: NOT GREATER THAN $1,000,000
I. Compliance with Section 10.5(g): Additional Non-Recourse Indebtedness
1. Additional Non-Recourse Indebtedness: $_____________
2. Consolidated Total Value (See C.2) X 20% $_____________
REQUIRED: ADDITIONAL NON-RECOURSE
INDEBTEDNESS (I.1) MAY NOT EXCEED 20%
OF CONSOLIDATED TOTAL VALUE (I.2)
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J. Compliance with Section 10.5(h): Additional unsecured Indebtedness for Money
Borrowed
1. Additional Unsecured Indebtedness
for Money Borrowed: $_____________
REQUIRED: NOT GREATER THAN $1,000,000
K. Compliance with Sections 10.7(e): Investments
1. Principal amount of Non-conforming
Investments: $_____________
2. Loans and investments in
Unrestricted Subsidiaries: $_____________
3. Total $____________________
4. Consolidated Total Value
(See C.2) X 5% $_____________
REQUIRED:
NON-CONFORMING INVESTMENTS AND LOANS AND INVESTMENTS
IN UNRESTRICTED SUBSIDIARIES (K.3) MAY NOT EXCEED 5%
OF CONSOLIDATED TOTAL VALUE (K.4).
L. Compliance with Section 10.9: Restricted Payments
1. Restricted Payments permitted under
Section 10.9 during most recently ended
Fiscal Year (or during Fiscal Year 1998
since the Closing Date): $_____________
2. Cash Available for Distribution $_____________
3. Funds from Operations X 95% $_____________
4. Lesser of E.2 and E.3 $_____________
REQUIRED: RESTRICTED PAYMENTS (L.1) MAY
NOT EXCEED L.4
2. No Default
1. Since __________ (the date of the last similar
certification), (a) the Borrower has not defaulted in the
keeping, observance, performance or fulfillment of its
obligations pursuant to any of the Loan Documents; and (b) no
Default or Event of Default specified in Article XI of the
Agreement has occurred and is continuing.
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2. If a Default or Event of Default has occurred since
__________ (the date of the last similar certification), the
Borrower proposes to take the following action with respect
to such Default or Event of Default:
(Note, if no Default or Event of Default has occurred, insert
"Not Applicable").
The Determination Date is the date of the last required financial statements
submitted to the Lenders in accordance with Section 9.1 of the Agreement.
IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
----------, -----.
CPT OPERATING PARTNERSHIP L.P.
By:
---------------------------------
Authorized Representative
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Schedule I to Compliance Certificate
Consolidated Adjusted EBITDA
1. Quarterly Consolidated Adjusted EBITDA:
(Including only properties operational for entire Four-Quarter period)
Q1 Q2 Q3 Q4 Rolling 4Q
-- -- -- -- ----------
A. Consolidated Net Income
(from financial statements) $ xx $ xx $ xx $ xx $ xx
B. Less: Net Gains or other
extraord. defined in
Credit Agreement xx xx xx xx xx
C. Plus: Consolidated Interest Exp. xx xx xx xx xx
D. Taxes on Income xx xx xx xx xx
E. Amortization xx xx xx xx xx
F. Depreciation xx xx xx xx xx
----------- -------- --------- --------- -----------
G. Consolidated EBITDA xx xx xx xx xx
H. Maintenance Capital Expend. xx xx xx xx xx
----------- -------- --------- --------- -----------
I. Consolidated Adjust EBITDA (G - H) $
----------
J. EBITDA of Unrestricted Subsidiaries $
----------
K. Annualized EBITDA (from Schedule 2 H-7)
L. Consolidated Adjusted EBITDA (I - J + K)
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Schedule II
Annualized EBITDA
Annualized EBITDA for Qualifying Properties not operational for entire
four-quarter period.
Prop 1 Prop 2 Prop 3 Prop 4 Total
------ ------ ------ ------ -----
A. Net Income
B. Interest Expense
C. Taxes on Income
D. Amortization
E. Depreciation
F. EBITDA
G. Time Operational
H. Applicable Multiple*
I. Annualized EBITDA (F. X H.) $
------ ------ ------ ------ -----
* The following are the applicable multiples:
Time Operational Multiple
---------------- --------
Less than one quarter N/A**
one quarter 4
two quarters 2
three quarters 4/3
** If the property meets the requirements of the Credit Agreement, Annualized
EBITDA will be based on pro forma project results of operations for a period of
four quarters prepared by the Borrower.
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Schedule III
Annualized interest expenses for Qualifying Properties not owned by Borrower or
Subsidiary for entire four-quarter period.
Prop 1 Prop 2 Prop 3 Prop 4 Total
------ ------ ------ ------ -----
A. Interest Expense with respect to Qualifying
Property
B. Time Owned by Borrower or Subsidiary
C. Applicable Multiple*
D. Annualized Interest (A. X C.) $
------ ------ ------ ------ -----
* The following are the applicable multiples:
Time Owned by Borrower
of Subsidiary Multiple
---------------------- --------
Less than one quarter N/A**
one quarter 4
two quarters 2
three quarters 4/3
** If the property meets the requirements of the Credit Agreement, interest
expense with respect to such property for purposes of calculating Consolidated
Interest Expense will be based upon a pro forma annualized estimate of such
interest expense prepared by the Borrower and acceptable to the Agent.
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